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Distribution Of Category 1 Transaction Circular And Notice Of General Meeting
Imperial Logistics Limited
(Incorporated in the Republic of South Africa)
Registration number: 1946/021048/06
Share code: IPL
ISIN: ZAE000067211
(“Imperial”)
DISTRIBUTION OF CATEGORY 1 TRANSACTION CIRCULAR AND NOTICE OF GENERAL MEETING
Distribution of Category 1 Transaction Circular
Imperial shareholders (‘Shareholders’) are referred to the announcement released on the Stock
Exchange News Service (‘SENS’) on Monday, 4 May 2020, in which they were advised, inter alia, that
Imperial Logistics International B.V. & Co. KG, a wholly owned subsidiary of Imperial, has entered into
an agreement with Häfen und Güterverkehr Köln AG, Cologne, Germany (‘Purchaser’) for the sale of
its interest in its European shipping business to the Purchaser (‘Proposed Transaction’). The regulatory
approval required from the JSE Limited for the circular relating to the Proposed Transaction has been
obtained.
Shareholders are now advised that the Imperial Category 1 Transaction circular, incorporating a notice
of General Meeting and, where applicable, a form of proxy (‘Circular’) has been distributed to
Shareholders today, Tuesday, 19 May 2020.
Capitalised words and terms contained in this announcement shall bear the meanings ascribed thereto
in the Circular.
Due to the impact of the Covid-19 pandemic and its declaration as a ‘national disaster’ in South Africa
in terms of the Disaster Management Act, 2002 with consequent lockdown and related restrictions
imposed, including inter alia, the impact on the services provided by the South African Post Office,
there could be delays in the receipt of the Circular by Shareholders that would typically receive the
Circular through the post. Imperial is making the necessary contingency arrangements to facilitate
timeous access to the Circular during this period by all Shareholders.
Shareholders are encouraged to use the following mechanisms to obtain a copy of the Circular:
- an electronic copy of the Circular is available on the Company’s website immediately
following release of this announcement on SENS at
https://www.imperiallogistics.com/inv-circular.php; or
- contact the Imperial at jeetesh.ravjee@imperiallogistics.com or Esha Mansingh at
esha.mansingh@imperiallogistics.com in order to request an electronic copy of the
Circular or to make reasonable arrangements for an alternative method of delivery other
than posting or electronic distribution; or
- by contacting the Transfer Secretaries, Computershare on +27 11 370 7701 or at
#ZACSJHBClientService1@Computershare.co.za to request an electronic copy of the
Circular; or
- by contacting your CSDP to request an electronic copy of the Circular.
As an extraordinary measure of notification of the distribution of the Circular, Computershare Investor
Services Proprietary Limited or Ince Proprietary Limited may contact you telephonically or
electronically, so that you can receive an electronic copy of the Circular or make arrangements for an
alternative method of delivery other than posting or electronic distribution. Shareholders are
requested to respond to the request for an email or physical address should Computershare Investor
Services Proprietary Limited or Ince Proprietary Limited contact you.
Notice of general meeting
Notice is hereby given that the general meeting of Shareholders will be held at 09:00 (CAT) on
Thursday, 18 June 2020 in order to consider and, if deemed fit, to pass the ordinary resolution
necessary to give effect to the Proposed Transaction (‘the General Meeting’).
As a result of the impact of the Covid-19 pandemic and the restrictions placed on public gatherings,
Shareholders are advised that the General Meeting will be held entirely by electronic communication
and format, as permitted by the provisions of the South African Companies Act, 71 of 2008
(‘Companies Act’) and Imperial’s Memorandum of Incorporation.
Shareholders who wish to attend the General Meeting electronically and / or vote at the General
Meeting are required to contact The Meeting Specialist (Proprietary) Limited on
proxy@tmsmeetings.co.za or alternatively contact their office on +27 11 520 7950/1/2 as soon as
possible, but in any event, for administration purposes, by no later than 09:00 CAT on Monday,
15 June 2020. However, this will not in any way affect the rights of Shareholders to register for the
General Meeting after this date, provided, however, that only those Shareholders who are fully
verified (as required in terms of section 63(1) of the Companies Act) and subsequently registered at
the commencement of the General Meeting, will be allowed to participate in and / or vote by
electronic means.
The salient dates and times applicable to the Proposed Transaction, also contained in the Circular,
are set out below.
2020
Record Date for Shareholders to receive the Circular and notice of
Friday, 8 May
General Meeting
Circular and notice of General Meeting distributed and
Tuesday, 19 May
announced on SENS
Last Date to Trade to be eligible to participate in and vote at the
Tuesday, 2 June
General Meeting
General Meeting Record Date for Imperial Shareholders to be
entitled to participate in and vote at the General Meeting Friday, 5 June
(‘General Meeting Record Date’)
Last date to lodge forms of proxy with The Meeting Specialist
Monday, 15 June
(Proprietary) Limited by 09:00
Last date to lodge forms of proxy with the Chairman of the
Thursday, 18 June
General Meeting by 09:00
General Meeting to be held at 09:00 Thursday, 18 June
Results of the General Meeting published on SENS Thursday, 18 June
Results of the General Meeting published in the press Friday, 19 June
Notes
1. The dates and times provided are subject to amendment. Any material amendments will be
published on SENS.
2. All times referred to are local times in South Africa.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General
Meeting will remain valid in respect of any adjournment or postponement of the General Meeting,
unless the contrary is stated on such form of proxy.
4. Shareholders are reminded that Imperial shares can only be traded in dematerialised form. It is
therefore suggested that certificated shareholders on the share register only dematerialise their
Imperial shares prior to the Last Date to Trade, being Tuesday, 2 June 2020. No orders to
dematerialise or rematerialise Imperial shares will be processed from the business day following
the Last Date to Trade up to and including the General Meeting Record Date, being Friday, 5 June
2020, but such orders will again be processed from the first business day after the General
Meeting Record Date.
5. The share register for certificated shareholders will be closed between the Last Date to Trade and
the General Meeting Record Date.
Bedfordview
19 May 2020
Financial Advisor to Imperial: BNP Paribas S.A.
South African Legal Advisors to Imperial: Bowman Gilfillan Incorporated
International Legal Advisors to Imperial: Taylor Wessing Partnerschaftsgesellschaft mbB
Transaction Sponsor to Imperial: Deloitte & Touche Sponsor Services Proprietary Limited
Independent Reporting Accountants and Auditors: Deloitte & Touche
Date: 19-05-2020 04:59:00
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